Amendment No. 3 to Form S-1 Table et Contents UNITED SUPERMARKETS, L.L.C. Notes to Financial Statements (Dollars in thousands) Note 3. Notes Payable Notes payable consisted of the following: December 28, 2013 January 26, 2013 Note payable to a bank, $50,000, secured by all the assets of the Company and certain deposit accounts owned by Members; quarterly interest payments only; matures December 21, 2014; interest fixed at 1.75%, with a balloon payment of $50,000 at maturity. Paid in full on December 27, 2013. $ 50.000 Revolving line of credit with a bank, $50,000 available; secured by all assets of the Company; interest at 30-day London Interbank Offered Rate ("LIBOR") plus 2.25%, (2.46% at January 26, 2013); due September 1, 2014. Paid in full on December 27, 2013. 17,500 Note payable to a bank, secured by an airplane; monthly principal and interest payments at $80; matures November 15, 2015; interest at 3.69%. Paid in full on December 27. 2013. 2.581 Note payable to a bank, secured by a property located in Roanoke, Texas; monthly principal and interest payment at $39; matures September 30, 2014; interest at 30-day LIBOR plus 1.0% (1.21% at January 26. 2013). Paid in full on December 27, 2013. 10,991 Note payable to the McMillan Family Limited Company; secured by Post building; biannual principal and interest payments at $13; matures October 1, 2015; interest imputed at 6.25%. Paid in full on December 27, 2013. 125 Note payable to a bank, $11,000, secured by land and building in Lubbock, Texas; interest only payments until April 15. 2013. then the commencement of the principal payments; matures on March 9, 2019; interest at 30-day LIBOR plus 2.0% (2.21% at January 26, 2013), with a balloon payment at maturity. Paid in full on December 27, 2013. 8,741 Less current maturities 89,938 (1,755) $ - $ 88.183 Note 4. Lease Obligations The Company leases certain of its operating facilities under terms ranging from five to twenty ye